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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 6,
2009 (April 3, 2009)
Date of
report (Date of earliest event reported)
FIRST PLACE FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-25049
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34-1880130
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(State
or other jurisdiction of
incorporation)
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(Commission
file number)
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(I.R.S.
employer identification
no.)
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185 E. Market Street,
Warren, OH 44481
(Address
of principal executive offices)
(330)
373-1221
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory
Note
This Form
8-K/A amends the Form 8-K filed with the Securities and Exchange Commission
(SEC) on March 17, 2009. First Place Financial Corp. (Company)
determined in consultation with the U.S. Department of the Treasury (Treasury)
that the warrant issued to the Treasury to purchase shares of the Company’s
common stock in connection with the Company’s TARP Capital Purchase Program
(CPP) financing should be amended and restated to include certain provisions
relating to the receipt of shareholder approval before the warrant can be
exercised. This Form 8-K/A is being filed solely to disclose and file
with the SEC an Amended and Restated Warrant that the Company executed and
delivered to the Treasury.
Item
1.01 Entry into a Material Definitive Agreement
On March
13, 2009, in connection with the closing of its TARP CPP financing, the Company
issued to the Treasury a warrant (Original Warrant) to purchase 3,670,822 shares
of the Company’s common stock, par value $0.01 per share, exercisable at an
initial price of $2.98 per share. At the time of issuance of the
Original Warrant, the number of shares of common stock issuable under the
Original Warrant exceeded 19.9% of the outstanding shares of Company’s common
stock, which requires that the Company obtain shareholder approval of such
issuance under applicable Nasdaq rules. In consultation with the
Treasury, the Company subsequently determined that the Original Warrant should
be amended and restated to include the provisions described below relating to
the receipt of shareholder approval. On April 3, 2009, the Original
Warrant was cancelled and the Company executed and delivered to the Treasury an
Amended and Restated Warrant, a copy of which is attached as Exhibit 4.1 hereto
and incorporated herein by reference. Except as described below, the
material terms of the Original Warrant, including the number of shares of common
stock issuable thereunder and the exercise price, have not been modified by the
Amended and Restated Warrant. The description of the Amended and
Restated Warrant contained herein is a summary and is qualified in its entirety
by reference to the full text of the Amended and Restated Warrant.
In
addition to the terms of the Original Warrant described in the Form 8-K filed
with the SEC on March 17, 2009, which are incorporated herein by reference, the
Amended and Restated Warrant provides that the Amended and Restated Warrant may
not be exercised until we receive shareholder approval for the issuance of the
common stock underlying the warrant. If our shareholders do not
approve the issuance of the common stock underlying the Amended and Restated
Warrant by September 13, 2009, which is the six month anniversary date of the
March 13, 2009 original issue date, then the exercise price will be reduced by
15% to $2.53 per share. The exercise price will be further reduced by
15% of the initial exercise price at the end of each six-month period thereafter
if shareholder approval has not been obtained, subject to a maximum reduction of
$1.34 per share. If at the end of the eighteen-month period beginning
on the issue date of the Amended and Restated Warrant, our shareholders have not
approved the issuance of the common stock underlying the Amended and Restated
Warrant, the Treasury may cause us to issue an alternative economic interest
having the same value as the Amended and Restated Warrant.
The
Company intends to ask its shareholders to approve the issuance of the common
stock upon exercise of the Amended and Restated Warrant in accordance with
applicable Nasdaq Marketplace Rules at a special meeting of
shareholders.
In
connection with the transaction reported herein, a proxy statement relating to
certain of the matters discussed in this Form 8-K/A is expected to be filed with
the SEC. When filed, copies of the proxy statement and other related
documents may be obtained free of charge on the SEC’s website
(www.sec.gov). THE COMPANY’S SHAREHOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. The Company, its directors, executive officers and
certain members of management and employees may be considered “participants in
the solicitation” of proxies from the Company’s shareholders in connection with
certain of the matters discussed in this Form 8-K/A. Information
regarding such persons and their interests in the Company is contained in the
Company’s proxy statements and annual reports on Form 10-K filed with the
SEC. Shareholders and investors may obtain additional information
regarding the interests of the Company and its directors and executive officers
in the matters discussed in this Form 8-K/A, which may be different than those
of the Company’s shareholders generally, by reading the proxy statement and
other relevant documents regarding the matters discussed in this Form 8-K/A,
which are expected to be filed with the SEC.
The
information contained in this Form 8-K/A is not intended as a solicitation to
buy the Company’s stock and is provided for general information. This
Form 8-K/A contains certain statements that may constitute “forward-looking
statements” within the meaning of federal securities laws. These
forward-looking statements include statements about the Company’s beliefs,
plans, objectives, goals, expectations, anticipations, estimates, and
intentions, that are subject to significant risks and uncertainties, and are
subject to change based upon various factors (some of which may be beyond the
Company’s control). The words “may,” “could,” “should,” “would,”
“believe,” and similar expressions are intended to identify forward-looking
statements.
Item
9.01 Financial statements and exhibits
(d)
Exhibits
The
following exhibits are filed herewith:
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Exhibit No.
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Description
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4.1
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Amended
and Restated Warrant to Purchase Common
Stock
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FIRST
PLACE FINANCIAL CORP.
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Date:
April 6, 2009
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By:
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David
W. Gifford
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Chief
Financial
Officer
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Exhibit
Index
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Exhibit No.
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Description
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4.1
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Amended
and Restated Warrant to Purchase Common
Stock
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